SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
<PAGE>   92
 
                                  AMSURG CORP.
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
6.  PREFERRED STOCK
 
     Preferred stock, net of issuance costs, is comprised of the following:
 

<TABLE>
<CAPTION>
                                                                 DECEMBER 31,
                                                              ------------------
                                                              1995       1996
                                                              ----    ----------
<S>                                                           <C>     <C>
Series A redeemable preferred stock, 1,500,000 shares
  outstanding...............................................  $--     $1,774,290
Series B convertible preferred stock, 1,250,000 shares
  outstanding...............................................   --      3,207,767
                                                              ---     ----------
                                                              $--     $4,982,057
                                                              ===     ==========
</TABLE>

 
     On November 20, 1996, the Company issued to unaffiliated institutional
investors a combination of redeemable and convertible preferred stock for net
proceeds totaling $4,960,000. The convertible preferred stock, with a stated
amount of $2.5 million, is convertible into that number of shares of Class A
Common Stock that approximates 6% of the equity of AmSurg determined as of
November 20, 1996, with that percentage being ratably increased to 8% of the
equity of AmSurg if an event of liquidity has not occurred by November 20, 2000.
If such events of liquidity do not occur by November 20, 2002, the holders of
the convertible preferred stock have the right to require the Company to redeem
the stock at current market price as defined. The redeemable preferred stock,
with a stated amount of $3 million, pays a cumulative dividend of 8% commencing
November 21, 1998 and requires the Company to redeem them at the stated amount
plus accrued but unpaid dividends upon the earlier of an event of liquidity or
November 20, 2002. The Company may redeem the redeemable preferred stock at any
time. The redeemable holders can convert to common stock of the Company upon the
occurrence of certain events, including the spin-off of the Company from AHC, at
the then current market price of the common stock. The preferred stock was
recorded at its fair market value, net of issuance costs. The Series A Preferred
Stock is being accreted to its redemption value including potential dividends.
The Series B Preferred Stock is not being accreted because management expects a
conversion upon an event of liquidity.
 
7.  STOCK OPTIONS
 
     The Company has a stock option plan under which it has granted incentive
and non-qualified options to purchase its common stock. Options are granted at
market value on the date of the grant and vest over 4 years at the rate of 25%
per year. Options have a term of 10 years from the date of grant. As of December
31, 1996, 106,900 shares were reserved for future options.
 
     Stock option activity for the three years ended December 31, 1996 is
summarized below:
 

<TABLE>
<CAPTION>
                                                                            AVERAGE
                                                              NUMBER OF    PRICE PER
                                                               SHARES        SHARE
                                                              ---------    ---------
<S>                                                           <C>          <C>
Outstanding at December 31, 1993............................  1,666,600      $0.48
  Options granted...........................................    286,000       1.09
                                                              ---------      -----
Outstanding at December 31, 1994............................  1,952,600       0.57
  Options granted...........................................    105,000       1.12
                                                              ---------      -----
Outstanding at December 31, 1995............................  2,057,600       0.60
  Options granted...........................................    689,250       1.67
  Options exercised.........................................     (8,750)      0.90
  Options terminated........................................    (17,750)      1.07
                                                              ---------      -----
Outstanding at December 31, 1996............................  2,720,350      $0.87
                                                              =========      =====
</TABLE>

 
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